Or for Distribution to United States Newswire Services Mineworx Technologies Inc. Enters into Amalgamation Agreement with
Equitorial Exploration Corp.
1400-1111 West Georgia Street Vancouver, British Columbia V6E 4M3, Canada http://equitorial.ca
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
MINEWORX TECHNOLOGIES INC. ENTERS INTO AMALGAMATION AGREEMENT WITH IBERIAN MINERALS LIMITED.
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November 17, 2015 TSX Venture Exchange Trading Symbol: EXX
Equitorial Exploration Corp. (the “Company”), announces that Mineworx Technologies Inc. (“Mineworx”) has entered into an amalgamation agreement with Iberian Minerals Limited (“Iberian”), and a newly incorporated subsidiary of Iberian (“Subco”), dated November 16, 2015 pursuant to which Iberian has agreed to acquire all of the outstanding shares of Mineworx by way of a three-cornered amalgamation. Under the terms of the amalgamation agreement, Mineworx and Subco will amalgamate under the Business Corporations Act (British Columbia) and continue as one corporation, which is a wholly owned subsidiary of Iberian and will carry on the business of Mineworx following the completion of the transaction.
Under the terms of the amalgamation agreement, Mineworx shareholders will receive approximately 2.53646 common shares of Iberian for every one Mineworx common share. In connection with the transaction, Iberian will issue approximately 83,999,941 Iberian shares to the Mineworx shareholders. Upon completion of the transaction, Iberian expects to have approximately 243,380,078 Iberian shares issued and outstanding, of which the former holders of Mineworx will hold approximately 34.5 per cent. As previously announced on October 13, 2015, the Company holds 17,025,000 Mineworx shares.
The amalgamation agreement provides that completion of the transaction is subject to certain conditions, including completion of due diligence, the cancellation of all outstanding options to purchase Mineworx common shares, receipt of all regulatory approvals, including approval of the TSX Venture Exchange, and the approval of the shareholders of Mineworx. A meeting of the shareholders of Mineworx is currently anticipated to be held by Nov. 30, 2015, for the purpose of approving the transaction. Provided that shareholder approval is obtained and all other conditions to close are satisfied, the transaction is expected to close before the end of December, 2015. The amalgamation agreement contemplates that following the closing one nominee of Mineworx, Duane Nelson, will be added to the board of directors of Iberian.
The Company has waived it’s right of first offer, the right of first refusal, the pre-emptive right, and the option to increase share ownership pursuant to the Share Purchase and Option Agreement dated February 5, 2014 with Mineworx (formerly First Nevada Mining Corp.) by executing a Waiver and Termination agreement with Mineworx in support of this amalgamation agreement.
Concurrently with the execution of the amalgamation agreement, Mineworx entered into a loan agreement with Iberian for a $500,000 credit facility. The credit facility may be drawn at the option of Mineworx in $100,000 instalments. The loan shall be repaid on demand following the earlier of the termination of the amalgamation agreement or the completion of the transaction. Funds advanced under the credit facility bear interest at a rate of 5 per cent per annum, payable on the repayment date. In the event that the amalgamation agreement is terminated, all or a portion of the outstanding balance owing under the credit facility plus all accrued interest, may be converted into Mineworx common shares at a deemed price of 10 cents per share, at the option of Iberian or Mineworx. The credit facility is secured against all of the personal property of Mineworx.
On behalf of the Board of Directors
EQUITORIAL EXPLORATION CORP.
Dean Pekeski, Interim CEO, President and Director
For further information, please contact Dean Pekeski at 604-689-1799.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.